Current Report Filing (8-k)
June 21 2017 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 19, 2017
CV SCIENCES, INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation)
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000-54677
(Commission File Number)
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80-0944970
(I.R.S. Employer Identification No.)
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2688 South Rainbow Boulevard, Suite B
Las Vegas, Nevada 89146
(Address of principal executive offices, Zip
Code)
(866) 290-2157
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation
FD Disclosure
On June 19, 2017, CV Sciences, Inc. (the “Company”)
announced the results of its “pre-IND” meeting with the U.S. Food and Drug Administration (FDA) held on June 15, 2017.
A copy of this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference solely for purposes of this
Item 7.01 disclosure.
The Company also announced that on June 15,
2017 the Securities and Exchange Commission filed a Complaint against the Company and the Company’s President and Chief Executive
Officer, as more particularly described in Item 8.01 of this Current Report on Form 8-K. A copy of this announcement is attached
hereto as Exhibit 99.2 and incorporated herein by reference solely for purposes of this Item 7.01 disclosure.
Exhibits 99.1 and 99.2 each contain forward-looking
statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions
that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to
be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under Item 7.01 of
this Current Report on Form 8-K (“Current Report”), including Exhibits 99.1 and 99.2 attached hereto, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current
Report, including Exhibits 99.1 and 99.2, shall not be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly
set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of
any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 8.01 Other
Events
On June 19, 2017, the Company learned that
on June 15, 2017, the Securities and Exchange Commission (the “SEC”) filed a Complaint against the Company
and Michael Mona, Jr., the Company’s President and Chief Executive Officer. The Complaint alleges that
the Company’s financial reporting of its acquisition of certain assets from PhytoSphere Systems, LLC in 2013 (the
“Transaction”) was improper, and constitutes fraud. More specifically, the SEC contends that the Company’s
quarterly reports on Form 10-Q for the first three quarters of 2013 improperly reported the Transaction. The SEC bases its
claims against the Company and Mr. Mona on the position that the Company’s reporting of the Transaction in 2013, and
prior to its restatement of those financial reports in April 2014, overstated the value of the Company’s assets.
The Complaint alleges that Mr. Mona personally
benefitted from the alleged fraud by receiving a holiday bonus of $10,000 in December 2013.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
99.1 Press
Release, dated June 19, 2017.
99.2 Press
Release, dated June 19, 2017.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 20, 2017
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CV SCIENCES, INC.
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By:
/s/ Michael Mona, Jr.
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Michael Mona, Jr.
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President and Chief Executive Officer
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